Li-FT Power Ltd. — M&A Activity 2022

Jun 14, 2022

MINERAL PROPERTY PURCHASE AGREEMENT

THIS MINERAL PROPERTY PURCHASE AGREEMENT (this “ Agreement ”) is dated as of the __13_____ day of January, 2022

BETWEEN :

MARINO SPECOGNA , a businessman having an address at [redacted: personal address]

(“S pecogna ”)

AND:

RAVENCLAN LTD. , a company incorporated pursuant to the laws of CANADA and having a head office address of [ redacted: personal address]

(“Ravenclan” and together wit Specogna, the “ Vendors ”)

AND :

LI-FT POWER LTD ., a company incorporated pursuant to the laws of the Province of British Columbia and having a registered office address at Suite 2080-777 Hornby Street, Vancouver, British Columbia V6Z 1S4

(the “ Purchaser ”)

WHEREAS:

• A. The Vendors hold the rights to the mineral claims described in Schedule A to this Agreement (the “ Property ”).

• B. The Vendor desires to sell the Property to the Purchaser, and the Purchaser desires to purchase the Property from the Vendor, all on the terms and subject to the conditions set forth in this Mineral Property Purchase Agreement.

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

1. PURCHASE AND SALE OF PROPERTY

• 1.1 At Closing (as hereinafter defined) the Vendor shall take all other steps as may be required in order to sell, transfer, assign and convey the Property to the Purchaser, free and clear of all liens, security interests, mortgages, charges, encumbrances or other claims of any third

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party, whether registered or unregistered and whether arising by agreement, statute or otherwise.

• 1.2 For the purposes of this Agreement, the term “ Property Rights ” means all of the rights included in the mineral claim representing the Property or otherwise appurtenant to the Property, and all geological, geophysical, geochemical and engineering reports, charts, maps and other data and documentation relating to the Property or any portion thereof, including prior exploration and development results, work programs or proposed work programs and budgets, pre-feasibility or feasibility studies and reports, valuations, reserve or resource estimates, and similar items.

2. PURCHASE PRICE

• 2.1 In consideration for the sale, transfer, assignment and conveyance of the Property and the Property Rights (the “ Transaction ”), the Purchaser shall pay to the Vendors, an aggregate of $10,000 in cash( the “ Purchase Price ”). The Purchase Price shall be allocated equally between the Vendors, provided that Ravenclan directs the Purchaser to pay the entirety of the Purchase Price directly to Specogna at Closing.

3.

CLOSING DELIVERIES OF VENDOR

At the closing of the Transaction (the “ Closing ”) the Vendor shall deliver to the Purchaser:

• (a) all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation necessary or reasonably required to transfer any and all of the Vendor’s right, title and interest in and to the Property to the Purchaser with good title thereto, free and clear of all encumbrances; and

• (b) any and all technical data, geotechnical reports, environmental reports, maps, digital files and other data with respect to the Property, including soil samples, and all records and files relating to the Property in the possession or control of the Vendor that has not been previously delivered to the Purchaser.

4.

VENDORS’ REPRESENTATIONS AND WARRANTIES

The Vendors jointly and severally represent and warrant to the Purchaser that, as at the date of this Agreement and as at the Closing Date:

• (a) The Vendors have all necessary capacity and authority to enter into this Agreement and to perform their obligations hereunder.

• (b) Neither Vendor is a party to, bound or affected by or subject to any indenture, mortgage, lease, note, agreement or instrument, charter or article provision, statute, regulation, order, judgement, decree or law which would be violated, contravened or breached by, or under which any default would occur (or which would give rise to any right of termination, cancellation or acceleration thereunder)

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as a result of the execution and delivery by it of this Agreement or the consummation of the Transaction.

• (c) This Agreement constitutes a valid and binding obligation of Vendors enforceable against them in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation and other similar laws generally affecting enforceability of creditor’s rights and that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

• (d) No prior notice to or consent or approval from any party is required in order for Vendors to execute this Agreement or lawfully consummate the Transaction. There is no contractual obligation under any agreement, instrument or relating to the Property to which either Vendor is a party, beneficially entitled, bound under or subject to, to give any minimum period of prior notice to, or to obtain the consent or approval of, any party to such agreement, instrument or commitment relating to the execution of the Agreement or the sale and transfer of the Property and the Property Rights to the Purchaser.

• (e) The Vendors are the sole legal and beneficial owner of an undivided l00% interest in and to the Property and the Property Rights.

• (f) The Property is accurately described in Schedule A. The Property has been properly located, record and, as applicable, staked, pursuant to the laws and regulations of the Province of Quebec.

• (g) The Property is in good standing and, as at the date of this Agreement, all assessment work required thereunder, all fees required to be paid and all filings required to be made thereby have been properly and timely performed, paid, recorded or filed with the appropriate agencies, as applicable.

• (h) There are no claims to the Property or the Property Rights that conflict with the right, title and interest of the Vendors.

• (i) The Property is free and clear of all encumbrances and, to the best of the Vendors’ knowledge, there is no adverse claim or challenge to ownership of any of the Property, and there are no outstanding rights or options to acquire or purchase any of the Property or any third party royalties, net profits interests or similar interests relating to the Property.

• (j) There are no disputes over title to the Property, and no person other than the Vendors has any interest in the Property or the right to explore, develop or produce minerals at or from the Property, or any right to acquire any such interest, other than the Purchaser.

• (k) There is no outstanding order or direction relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the

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Property and the conduct of any operations related thereto, and the Vendors have not received any notice of same and is not aware of any basis on which any such order or direction could be made.

• (l) To the best of the Vendors’ knowledge, there has been no spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting the Property and no hazardous substance is stored in any type of container on, in or under the Property.

• (m) The Vendors have complied with all laws applicable to the Property or their activities thereon and, without limiting the generality of the foregoing, they have not used any part of the Property, or permitted any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of the Vendors’ knowledge and belief, neither has any other person; and no part of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environment.

• (n) The Vendors have duly filed all reports and returns required to be filed with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of the Vendors, threatened, and none of them shall be adversely affected by the entry into this Agreement.

• (o) The Vendors have held the Property in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendors have not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore.

• (p) To the knowledge of the Vendors, the Property does not lie within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designed by any governmental authority having jurisdiction that would materially impair that development of a it mining project on such land.

• (q) To the knowledge of the Vendors, there are no pending or ongoing actions taken by or on behalf of any first nations persons pursuant to the assertion of any land claims with respect to lands included in the Property.

5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of the Vendors in this Agreement shall survive the completion of the Transaction and shall continue in full force and effect for a period of 24 months following the Closing. Such representations and warranties shall apply to all assignments, conveyances, transfers and documents delivered in connection with this Agreement, and there shall not be any merger of any representations and warranties in

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such assignments, conveyances, transfers or documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. The Vendors shall indemnify and save harmless the Purchaser from and against any loss, damages, actions and costs arising from the respective representations and warranties given hereunder or pursuant to this Agreement being incorrect or breached.

6. NOTICE

Each notice, demand or other communication required or permitted to be given to a Party under this Agreement shall be in writing and shall be delivered to such Party at the address for such Party specified on the first page of this Agreement or to such email address as may be provided by one Party to the other from time to time. The date of receipt by a Party of any notice, demand or other communication shall be the date of delivery thereof if delivered or, if given by electronic means, shall be deemed conclusively to be the next business day. Either Party may at any time, and from time to time, notify the other Party, in writing, of a change of address and the new address to which notice shall be given to it thereafter until further change, if any.

7. CURRENCY

All dollar amounts referred to in this agreement are in lawful money of Canada.

8. ALL FURTHER ACTS

Each of the Parties shall do any and all such acts and shall execute any and all such documents as may be reasonably necessary from time to time to give full force and effect to the provisions and intent of this Agreement. Each party shall, at any time and from time to time after the date hereof, upon the other’s request, execute, acknowledge and deliver, or cause to be executed and delivered, all further documents or instruments necessary to effect the Transaction.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and replaces and supersedes all agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or express or implied, statutory or otherwise, between the parties with respect to the subject matter herein.

10. COSTS

Each of the Purchaser and the Vendors shall pay their own respective costs and expenses in connection with the Transaction, including but not limited to expenses related to the negotiation, preparation, execution and delivery of this Agreement and all other documents and instruments prepared or executed in connection herewith.

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11. ASSIGNMENT

No Party shall assign any right, benefit or interest in this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld.

12. ENUREMENT

This Agreement shall enure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assigns.

13. AMENDMENT

This Agreement may be amended or supplemented only by a written agreement signed by each Party.

14. WAIVER

Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of the waiving Party.

15. SEVERANCE

In the event that any provision or part of this Agreement is determined by any court or other judicial or administrative body to be illegal, null, void, invalid or unenforceable, that provision shall be severed to the extent that it is so declared and the other provisions of this Agreement shall continue in full force and effect.

16. GOVERNING LAWS

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any legal proceedings arising herefrom.

17. COUNTERPARTS AND ELECTRONIC MEANS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy shall be deemed to be execution and delivery of this Agreement as of the day and year first written above.

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18. SCHEDULES

The schedules referenced herein and attached to this Agreement are incorporated into and form part of this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the day and year first above written.

LI-FT POWER LTD.

Per: "Julie Hajduk" Authorized Signatory

"Marino Specogna"

MARINO SPECOGNA

RAVENCLAN LTD.

"Marina Specogna" Per:

Authorized Signatory

SCHEDULE A

Claims

Title Code	Title Number	Status	Active Date	Expiry Date	Claim Holder
CDC	2587702	Active	2020-11-12	2022-11-11	RAVENCLAN LTD. (98045) 100 % (responsable)
CDC	2587703	Active	2020-11-12	2022-11-11	RAVENCLAN LTD. (98045) 100 % (responsable)
CDC	2587704	Active	2020-11-12	2022-11-11	RAVENCLAN LTD. (98045) 100 % (responsable)
CDC	2587705	Active	2020-11-12	2022-11-11	RAVENCLAN LTD. (98045) 100 % (responsable)
CDC	2584951	Active	2020-10-22	2022-10-21	Marino Specogna (19214) 100 % (responsable)
CDC	2584952	Active	2020-10-22	2022-10-21	Marino Specogna (19214) 100 % (responsable)
CDC	2584953	Active	2020-10-22	2022-10-21	Marino Specogna (19214) 100 % (responsable)
CDC	2584954	Active	2020-10-22	2022-10-21	Marino Specogna (19214) 100 % (responsable)

CW11585205.2

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CW11585205.2